Common use of Authorized and Outstanding Capital Stock of the Company Clause in Contracts

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 shares of Company Common Stock and 30,791,980 shares of Company Preferred Stock, of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 have been designated Series A Preferred Stock and 18,925,648 have been designated Series B Preferred Stock. The number and class and series of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, except for: (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stock. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 45,627,549 shares of Company Common Stock, 1,981,144 shares of Company Series A Stock and 2,391,307 shares of Company Series C Stock. A total of 16,248,040 shares of Company Common Stock, 247,644 shares of Company Series A Stock and 841,314 shares of Company Series C Stock are issued and outstanding as of the Agreement Date. Each share of Company Series A Stock is convertible into twelve shares of Company Common Stock and 30,791,980 each share of Company Series C Stock is convertible into one share of Company Common Stock. All issued and outstanding shares of Company Preferred Stock, Stock converted into shares of which 3,605,920 Company Common Stock prior to the Effective Time shall have been designated Series Seed Preferred Stockconverted in accordance with Applicable Law, 8,260,412 have been designated Series A Preferred Stock the Company's Articles of Incorporation and 18,925,648 have been designated Series B Preferred Stockapplicable Contracts. The number numbers and class and series kind of issued and outstanding shares of Company Capital Stock (and the applicable conversion ratios for Company Preferred Stock) held by each Company Stockholder Shareholder as of the Agreement Date is are set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, Letter and no such shares of Company Capital Stock will shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, Letter except for: (i) for shares of Company Common Capital Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon pursuant to the exercise of outstanding Company Options listed on Schedule 3.4(b)-1 of the Company Disclosure Letter or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) 3.4(b)-2 of the Company Disclosure Letter also sets forth for each Company Stockholder, as or pursuant to the conversion of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the outstanding shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Preferred Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any holds no treasury stock and does not otherwise own any shares of Company Capital Stockshares. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Applicable Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The As of the date of this Agreement, the total authorized capital stock of the Company consists solely of 55,000,000 (i) 15,000,000 shares of Company Common Stock Stock, of which 4,193,750 shares were issued and 30,791,980 outstanding, and (ii) 5,000,000 shares of Company Preferred Stock, of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 have been designated Series A Preferred Stock and 18,925,648 have been designated Series B Preferred Stock. The number and class and series of no shares were issued and outstanding outstanding. As of the date of this Agreement no shares of Company Capital Stock were held by each in treasury. No shares of Company Stockholder Capital Stock will be issued after the date of this Agreement, other than pursuant to exercise of Options outstanding as of the Agreement Date is set forth on Schedule 3.4(a) date of this Agreement, conversion of the Convertible Promissory Notes into shares of Company Disclosure LetterPreferred Stock, no or upon further conversion of any shares of Company Preferred Stock issued upon conversion of the Convertible Promissory Notes into shares of Company Common Stock. As of the date of this Agreement, 1,150,000 shares of the Company’s Common Stock were reserved for issuance upon exercise of Options under the Stock Option Plan, 670,000 shares of which were subject to outstanding Options, and 5,000,000 shares of Company Preferred Stock were reserved for issuance on conversion of the Convertible Promissory Notes, which shares of Preferred Stock shall be convertible into shares of Company Common Stock at or prior to the First Effective Time at a rate of one-to-one. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a3.4(c) of the Company Disclosure LetterSchedule, and no such shares of Company Capital Stock will shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a3.4(c) of the Company Disclosure Letter, except for: (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital StockSchedule. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issuedissued in all material respects in accordance with all applicable Federal and state securities laws, are fully paid and nonassessable, (y) were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance in all material respects with Law, the Charter Documents, all requirements of Applicable Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 33,000,000 shares of Company Common Stock and 30,791,980 7,000,000 shares of Company Preferred Stock, of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 have been designated Series A Preferred Stock. A total of 15,303,220 shares of Company Common Stock and 18,925,648 have been designated 5,925,329 shares of Company Series B Preferred Stock. The number and class and series of A Stock are issued and outstanding as of the Agreement Date. Each share of Company Series A Stock is convertible into one share of Company Common Stock. All issued and outstanding shares of Company Series A Stock converted into shares of Company Common Stock prior to the Effective Time shall have been converted in accordance with Applicable Law, the Company’s Certificate of Incorporation and applicable Contracts. Schedule 4.4(a) of the Company Disclosure Letter sets forth, for issued and outstanding shares of Company Capital Stock, (i) the name of each Company Stockholder, (ii) the numbers and kind of shares of Company Capital Stock held by each Company Stockholder Stockholder, (iii) the purchase price per share of such Company Capital Stock, (iv) the vesting schedule, if any, for such Company Capital Stock (and the terms of the Company’s rights to repurchase any Unvested Company Shares), (v) the extent such Company Capital Stock is vested and unvested as of the Agreement Date is set forth on Schedule 3.4(aDate, (vi) whether the vesting of such Company Capital Stock shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and (vii) whether an election under Section 83(b) of the Code with respect to such Company Disclosure Letter, no Capital Stock has been timely filed with the Internal Revenue Service. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a4.4(a) of the Company Disclosure Letter, Letter and no such shares of Company Capital Stock will shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a4.4(a) of the Company Disclosure Letter, except for: (i) for shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b4.4(b) of the Company Disclosure Letter or pursuant to the conversion of outstanding shares of Company Series A Stock. The Company holds no treasury shares. To the Company’s knowledge, each Company Stockholder has good and marketable title to that number of shares of Company Common Stock and/or Company Preferred Stock as set forth beside such Company Stockholder’s name on Schedule 4.4(a) of the Company Disclosure Letter. Schedule 3.4(a) , free and clear of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital StockEncumbrance. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Applicable Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 30,000,000 shares of Company Common Stock and 30,791,980 18,431,966 shares of Company Preferred Stock, of which 3,605,920 have been 5,000,000 shares are designated as Company Series Seed A Preferred Stock, 8,260,412 have been 8,181,966 shares are designated as Company Series B Preferred Stock and 5,250,000 shares are designated as Company Series C Preferred Stock. A total of 5,262,675 shares of Company Common Stock, 5,000,000 shares of Company Series A Preferred Stock and 18,925,648 have been designated Stock, 8,181,966 shares of Company Series B Preferred Stock and 5,054,589 shares of Company Series C Preferred Stock are issued and outstanding as of the Agreement Date. As of the Agreement Date and as of the Effective Time, each share of Company Preferred Stock is convertible into one share of Company Common Stock. As of the Effective Time, each share of Company Preferred Stock will have been converted into one share of Company Common Stock. The number and class and series numbers of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is are set forth on in Schedule 3.4(a) 3.4.1 of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on in Schedule 3.4(a) 3.4.1 of the Company Disclosure Letter, Letter and no such shares of Company Capital Stock will shall be issued or outstanding as of the Closing Date that are not set forth on in Schedule 3.4(a) of the Company Disclosure Letter, 3.4.1 except for: (i) for shares of Company Common Stock issued upon pursuant to the exercise of outstanding Company Options listed in Schedule 3.4.2(a) or pursuant to the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) Date. The Company holds no treasury shares and no shares of Company Common Stock issued upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held in treasury by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital StockSubsidiary. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Applicable Laws and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal agreements or preemptive right under Law, the Charter Documents or any Contract to which the Company is a partyinstruments. There is no Liability liability for dividends accrued and unpaid by the Company. Each share Schedule 3.4.1 sets forth (i) all rights of Company Preferred Stock is convertible into one share rescission, rights of Company Common Stock. All first refusal, call rights, put rights, repurchase rights and preemptive rights created by the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party and (ii) to the Company’s knowledge, all voting agreements, registration rights, co-sale rights, rights of first refusal, call rights, put rights, preemptive rights and other restrictions to which outstanding shares securities of the Company Capital Stock are electronically certificated through Cartasubject.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 105,555,495 shares of Company Common Stock and 30,791,980 94,999,939 shares of Company Preferred Stock, of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 have been designated Series A Preferred Stock and 18,925,648 have been designated Series B 1 Preferred Stock. A total of 1,309,513 shares of Company Common Stock and 10,206,250 shares of Company Series 1 Preferred Stock are issued and outstanding as of the Agreement Date. Each Company Stockholder holding 9.308 shares of Company Series 1 Preferred Stock has the right to receive one share of Company Common Stock upon conversion thereof. The number numbers and class and series kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is are set forth on Schedule 3.4(a) of the Company Disclosure LetterSchedule, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure LetterSchedule, and no such shares of Company Capital Stock will shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, Schedule except for: (i) for shares of Company Common Capital Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure LetterSchedule or the conversion of outstanding shares of Company of Series 1 Preferred Stock. Schedule 3.4(a) of the Company Disclosure Letter also Schedule sets forth all holders of Unvested Company Shares, and for each such Company Stockholder, as of the Agreement Date: , (Ai) the last known address, email address, and country number of citizenship of such Unvested Company Stockholder, Shares held; (Bii) the date of issuance and the Carta certificate numbers terms of the Company’s rights to repurchase such Unvested Company Shares, including the repurchase price thereof; (iii) the schedule on which such rights lapse; and (iv) whether such repurchase rights lapse in full or in part as a result of any of the Transactions contemplated by this Agreement or any Company Ancillary Agreement or upon any other event or condition. Except as set forth on Schedule 3.4(a) of the Company Disclosure Schedule, the Company does not hold any shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stockits treasury. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (ywere not issued in violation of and, except under the agreements to be terminated pursuant to Section 7.2(d) were hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Applicable Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 [30,000,000] shares of Company Common Stock and 30,791,980 [20,000,000] shares of Company Preferred Stock, all of which 3,605,920 have been designated as Company Series Seed Preferred A1 Stock, 8,260,412 have been designated . A total of [13,236,509] shares of Company Series A A1 Stock and [120,687] shares of Company Common Stock are issued and outstanding as of the Agreement Date. Each share of Company Preferred Stock and 18,925,648 have been designated Series B Preferred is convertible into one share of Company Common Stock. The number numbers and class and series kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is are set forth on Schedule 3.4(a3.3(a) of the Company Disclosure Letter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a3.3(a) of the Company Disclosure Letter, and no such shares of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a3.3(a) of the Company Disclosure Letter, except for: for (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Capital Stock issued upon the exercise of the outstanding Company Options listed on Schedule 3.3(b) of the Company Disclosure Letter or the outstanding Company Warrants listed on Schedule 3.4(b3.3(c) of the Company Disclosure Letter. Schedule 3.4(a3.3(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: , (Ai) the last known address, email address, and where available, taxpayer identification number and country of citizenship of such Company Stockholder, (Bii) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, and (Ciii) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any holds no treasury stock and does not otherwise own any shares of Company Capital Stockshares. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (ywere not issued in violation of and, except under the agreements to be terminated pursuant to Section 7.2(m) were and except as set forth in Schedule 3.3(b) of the Company Disclosure Letter, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 160,000,000 shares of Company Common Stock and 30,791,980 700,000 shares of Company Series A Preferred Stock, of which 3,605,920 have been 100,000 are designated Series Seed A-1 Preferred Stock and 600,000 shares are designated Series A-2 Preferred Stock, 8,260,412 have been designated Series A Preferred Stock and 18,925,648 have been designated 535,034 shares of Company Series B Preferred Stock, 1,980,378 shares of Company Series C Preferred Stock, 18,462,240 shares of Company Series D Preferred Stock and 60,000,000 shares of Company Series E Preferred Stock. A total of 4,992,813 shares of Company Common Stock, 655,000 shares of Company Series A Preferred Stock, 485,034 shares of Company Series B Preferred Stock, 1,972,013 shares of Company Series C Preferred Stock, 17,006,751 shares of Company Series D Preferred Stock and 40,638,564 shares of Company Series E Preferred Stock are issued and outstanding as of the Agreement Date. The number numbers and class and series kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is are set forth on Schedule 3.4(a) of the Company Disclosure LetterSchedule, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure LetterSchedule, and no such shares of Company Capital Stock will shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, Schedule except for: (i) for shares of Company Common Capital Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) or the conversion of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the outstanding shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such Preferred Stock. Other than 255,000 shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Common Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such Company holds no treasury shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stock. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (ywere not issued in violation of and, except under the agreements to be terminated pursuant to Section 7.2(h) were hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Applicable Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 53,000,000 shares of Company Common Stock and 30,791,980 22,953,137 shares of Company Preferred Stock, of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 2,558,140 have been designated Series A Preferred Stock and 18,925,648 Stock, 7,978,720 have been designated Series B Preferred Stock, 8,857,230 have been designated Series C Preferred Stock and 3,559,047 have been designated Series D Preferred Stock. The number and class and series kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, except for: (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, address and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, and (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stockholds no Treasury Shares. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were not issued in violation of and, except under the agreements to be terminated in accordance with Section 7.2(h), are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 1,650,000 shares of Company Common Stock and 30,791,980 850,000 shares of Company Preferred Stock, all of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 have been designated Series A Preferred Stock and 18,925,648 have been designated Series B Preferred Stock. The number and class and series kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, except for: (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Capital Stock issued upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, taxpayer identification number and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, and (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stockholds no Treasury Shares. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were not issued in violation of and, except under the agreements to be terminated pursuant to Section 7.2(i), are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 (i) 14,000,000 shares of Company Common Stock and 30,791,980 shares of Company Preferred Stock, of which 3,605,920 have been designated 1,027,326 shares are issued and outstanding, (ii) 2,521,000 shares of Company Series Seed A Preferred Stock, 8,260,412 have been designated Series A Preferred Stock all of which are issued and 18,925,648 have been designated outstanding, (iii) 2,134,167 shares of Company Series B Preferred Stock. The number and class and series , all of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, except for: (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that which are issued and outstanding on the Agreement Date and/or and (iiiv) 5,188,577 shares of Company Common Series C Preferred Stock, 5,126,077 of which are issued and outstanding (which, for purpose of clarity, does not include shares of Company Series C Preferred Stock issued issuable upon conversion of the Company Notes or upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) of the Company Disclosure LetterWarrant). Schedule 3.4(a) As of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and this Agreement, the Carta certificate numbers Company Notes are convertible into an aggregate of the 2,000,903 shares of Company Capital Series C Preferred Stock held by such and the Company Stockholder, (C) whether any of such Warrant is exercisable for 62,500 shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Series C Preferred Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stock. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All The numbers and kind of the issued and outstanding shares of Company Capital Stock held by each Company Stockholder, and the numbers and kind of shares of Company Capital Stock issuable upon conversion of the Company Notes and exercise of the Company Warrant, are electronically certificated through Cartaset forth on Schedule 3.5(a) of the Company Disclosure Schedule. No shares of Company Capital Stock are issued or outstanding that are not set forth on Schedule 3.5(a) of the Company Disclosure Schedule. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to Section 6.1(r) of this Agreement, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law. There is no Liability for dividends accrued and unpaid by the Company. The Company has never registered any securities pursuant to the Securities Act, or has never been subject to the reporting requirements, or required to register, under the Exchange Act.

Authorized and Outstanding Capital Stock of the Company. The As of the Agreement Date, the authorized capital stock of the Company consists solely of 55,000,000 of: (a) 70,000,000 shares of Company Common Stock Stock, of which a total of 11,380,610 shares are issued and 30,791,980 outstanding as of the Agreement Date; and (b) 72,528,566 shares of Company Preferred Stock, of which 3,605,920 have been (i) 14,028,566 shares are designated as Company Series Seed A Preferred Stock, 8,260,412 have been 14,022,852 of which are issued and outstanding as of the Agreement Date and shall be issued and outstanding as of the Closing Date, (ii) 19,500,000 shares are designated as Company Series A B 21 Preferred Stock, 9,417,496 (such amount includes 34,506 shares of Company Series B Preferred Stock and 18,925,648 have been designated subject to currently outstanding warrants to purchase shares of Company Series B Preferred Stock) of which are issued and outstanding as of the Agreement Date and shall be issued and outstanding as of the Closing Date, (iii) 19,500,000 shares are designated as Company Series B-1 Preferred Stock, none of which are issued and outstanding as of the Agreement Date and shall be issued and outstanding as of the Closing Date, and (iv) 19,500,000 shares are designated as Company Series B-2 Preferred Stock, none of which are issued and outstanding as of the Agreement Date and shall be issued and outstanding as of the Closing Date. As of the Agreement Date and as of the Effective Time, each share of Company Preferred Stock is convertible into one share of Company Common Stock. The number and class and series numbers of issued and outstanding shares of Company Capital Stock held of record by each Company Stockholder as of the Agreement Date is are set forth on in Schedule 3.4(a3.4.1(a) of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on in Schedule 3.4(a3.4.1(a) of the Company Disclosure Letter, Letter and no such shares of Company Capital Stock will shall be issued or outstanding as of the Closing Date that are not set forth on in Schedule 3.4(a3.4.1(a) of the Company Disclosure Letter, Letter except for: (i) for shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon pursuant to the exercise of outstanding Company Options or Company Warrants listed on in Schedule 3.4(b) of the Company Disclosure Letter. Schedule 3.4(a3.4.2(a) of the Company Disclosure Letter also sets forth for each or Company Stockholder, as Warrants listed in Schedule 3.4.2(b) of the Agreement Date: (A) Company Disclosure Letter or pursuant to the last known address, email address, and country conversion of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the outstanding shares of Company Capital Stock held by such Preferred Stock. As of the Closing Date and subject to necessary approval of the Company StockholderStockholders, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise filing of outstanding Company Options, (D) whether any the Restated Certificate with the Delaware Secretary of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted StockState, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) authorized capital stock of the Code, including Company shall be as set forth in the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely madeRestated Certificate. The Company does not hold any holds no treasury stock and does not otherwise own any shares of Company Capital Stockshares. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission, right of first refusal (yother than in favor of the Company) were or preemptive right created by Applicable Law, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Applicable Laws and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal agreements or preemptive right under Law, the Charter Documents or any Contract to which the Company is a partyinstruments. There is no Liability liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All Schedule 3.4.1(a) of the Company Disclosure Letter sets forth (i) all rights of rescission, rights of first refusal and preemptive rights created by Applicable Law, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound to which outstanding shares securities of the Company Capital Stock are electronically certificated through Cartasubject and (ii) all voting agreements, registration rights, co-sale rights and other restrictions to which outstanding securities of the Company are subject.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 82,000,000 shares of Company Common Stock and 30,791,980 54,000,000 shares of Company Preferred Stock, 4,000,000 shares of which 3,605,920 have been designated Series Seed Preferred Stock, 8,260,412 have been designated Series A Preferred Stock and 18,925,648 Stock, 30,000,000 shares of which have been designated Series B B-1 Preferred Stock, 16,000,000 shares of which have been designated Series C Preferred Stock and 4,000,000 shares of which have been designated Series D Preferred Stock. The number and class and series kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 3.4(a) of the Company Disclosure Letter, no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, and no shares of Company Capital Stock will be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Letter, except for: (i) shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Capital Stock issued upon the exercise of outstanding Company Options or Company Warrants listed on Schedule 3.4(b) or Schedule 3.4(c), respectively, of the Company Disclosure Letter. Schedule 3.4(a) of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, taxpayer identification number and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, and (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Options or Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely madeWarrants. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital Stockholds no Treasury Shares. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were not issued in violation of and, except under the agreements to be terminated pursuant to Section 7.2(i), are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Law and all requirements set forth in applicable Contracts, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 55,000,000 36,000,000 shares of Company Common Stock and 30,791,980 21,171,601 shares of Company Preferred Stock, of which 3,605,920 have been 8,171,601 shares are designated Series Seed Preferred Stock, 8,260,412 have been designated as Series A Preferred Stock and 18,925,648 have been 13,000,000 shares are designated as Series B Preferred Stock. The number A total of 10,029,519 shares of Company Common Stock, 7,944,630 shares of Series A Preferred Stock and class and series 12,674,808 shares of Series B Preferred Stock are issued and outstanding as of the Agreement Date. Each share of Series A Preferred Stock is convertible into one share of Company Common Stock and each share of Series B Preferred Stock is convertible into one share of Company Common Stock. All issued and outstanding shares of Preferred Stock converted into shares of Company Common Stock prior to the Effective Time shall have been converted in accordance with Applicable Law, the Company’s Certificate of Incorporation and applicable Contracts. Schedule 4.4(a) of the Company Disclosure Letter sets forth, for issued and outstanding shares of Company Capital Stock, (i) the name of each Company Stockholder, (ii) the numbers and kind of shares of Company Capital Stock held by each Company Stockholder Stockholder, (iii) the purchase price per share of such Company Capital Stock, (iv) the number of such Unvested Company Shares held and the vesting schedule, if any, for such Company Capital Stock (and the terms of the Company’s rights to repurchase any Unvested Company Shares), (v) the extent such Company Capital Stock is vested and unvested as of the Agreement Date is set forth on Schedule 3.4(aDate, (vi) whether the vesting of such Company Capital Stock shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and (vii) to the knowledge of the Company, whether an election under Section 83(b) of the Code with respect to such Company Disclosure Letter, no Capital Stock has been timely filed with the Internal Revenue Service. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a4.4(a) of the Company Disclosure Letter, Letter and no such shares of Company Capital Stock will shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a4.4(a) of the Company Disclosure Letter, except for: (i) for shares of Company Common Stock issued upon the conversion of shares of Company Preferred Stock that are issued and outstanding on the Agreement Date and/or (ii) shares of Company Common Stock issued upon pursuant to the exercise of outstanding Company Options listed on Schedule 4.4(b)-1 of the Company Disclosure Letter or outstanding Company Warrants listed on Schedule 3.4(b4.4(b)-2 of the Company Disclosure Letter or pursuant to the conversion of outstanding shares of Preferred Stock. The Company holds no treasury shares. To the Company’s knowledge, each Company Stockholder has good and marketable title to that number of shares of Company Common Stock and/or Preferred Stock as set forth beside such Company Stockholder’s name on Schedule 4.4(a) of the Company Disclosure Letter. Schedule 3.4(a) , free and clear of the Company Disclosure Letter also sets forth for each Company Stockholder, as of the Agreement Date: (A) the last known address, email address, and country of citizenship of such Company Stockholder, (B) the date of issuance and the Carta certificate numbers of the shares of Company Capital Stock held by such Company Stockholder, (C) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of outstanding Company Options, (D) whether any of such shares constitute Company Restricted Stock, (E) for all such shares of Company Restricted Stock, the number of shares subject to vesting, rights of forfeiture or repurchase, (F) whether any such vesting, rights of forfeiture or repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, (G) the vesting schedule for such shares, and (H) whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. The Company does not hold any treasury stock and does not otherwise own any shares of Company Capital StockEncumbrance. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with Law, the Charter Documents, all requirements of Applicable Law and all requirements set forth in applicable Contracts. Except as contemplated by this Agreement, and (z) are not subject to forfeiture, any right of rescission, right of first refusal or preemptive right under Law, the Charter Documents or any Contract to which the Company is a party. There there is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock are electronically certificated through Carta.